Memoriae
by Ushiromiya
Summary: In another timeline, Homura finds several new magical girls in Mitakihara, which causes many alterations in her plans. Unfamiliar to these new changes, Homura must find a way to adapt to everything once again in order to protect her one and only true friend - Madoka.
1. Chapter 1

"Tiro Finale!" I shouted the name of my finishing attack as a powerful glowing beam exited my musket and impaled the witch. I watched as the monster dissipated into the air and dropped its grief seed. I heaved a sigh of relief to myself, feeling proud of successfully defeating the witch. I quickly picked up the unclaimed grief seed and allowed it to cleanse my soul gem. Within an instant, my body began to feel lighter.

"Geez, you're the same as ever, Mami," a voice spoke. Sure enough, a figure appeared from the shadows, revealing her long, messy red hair and fierce eyes. As expected, the girl had a chocolate pocky stick in her mouth.

"Sakura-san... fancy seeing you back in Mitakihara," I responded, raising a musket at her, making sure to not let my guard down. After all, last time Sakura-san and I met face to face, we were fighting against each other with our lives at stake. She let out her signature scoff and glared at me.

"Get used to seeing me here because I'm not going anywhere," she said with a rough smile on her face. "But that aside, I came here today to talk to you. Rest assured, I'm not going to try to kill you again."

I lowered my weapon, staying as still as ever, waiting for her to finish speaking.

"Listen, there are more magical girls in this district than you think," she continued. "Moreover, not counting them, Mitakihara's already got you, Homura and Sayaka protecting the city. You realize that even though Mitakihara has a higher witch rate doesn't necessarily mean you'll have enough grief seeds to go around, right?"

"... What are you getting at?"

"It means..." Sakura-san instantly summoned her spear and pointed it directly at my neck, causing me to flinch. "One of you has to leave."

Sakura-san had a sly grin on her face as she continued chewing her food. I sighed and pushed her weapon away from me.

"That doesn't explain why you're here, though," I replied.

"I thought warning you was more than enough of a reason to come back. Do you want to die or something? Sooner or later, this place will no longer have enough grief seeds to supply everyone's needs - you should understand that much. But that's not all..." she said, glaring directly at me. "Eventually, you'll all be forced to fight each other."

"What drove you to that conclusion?"

"Haven't you heard of the concept of supply and demand? When there's not enough supply of grief seeds, the demand rises. As a result, like a pack of mutts, you'll go after each other until either someone leaves or..." Sakura-san held out her soul gem in front of my face. She closed her fingers around the gem and recklessly crushed it. She opened up her hand as if to show off the remains of her lifeline resting in her palm. "Until someone dies."

"Sakura-san, you-" I cried, surprised at her actions. But before I could get any of my words out, I caught sight of another soul gem in her hand, glowing as brightly as ever, and that was when it hit me. "Your enchantment magic..."

"Well, if you're not going to listen to me, I guess I'll simply stick around to see you off then," she said with an annoyed scoff.

"Heh, thanks for your concern, Sakura-san, but I think I'll be fine," I replied smugly. We stared at each other for a while, neither of us saying anything.

"Tch," she said, breaking the silence, "fine, do whatever you'd like. Don't say I didn't warn you."

"Even if I did end up getting hurt, I'd never allow myself to blame anyone." She stopped in her tracks, almost as if she had turned into a statue.

"You're too nice, Mami."

"I didn't think that was a bad thing." Sakura-san gave a little chuckle.

"Of course it's not," she responded as she quietly walked away, heading in the direction of Kasamino.

I stayed in one spot for a while - I didn't feel motivated enough to go back home, where there'd be no one I could say, "I'm home!", to. Where there was no one to say, "Welcome back!", to me. Seeing Sakura-san made me remember back to when we were close, when we were still partners, but at the same time, seeing her again also made me remember when we parted ways. Loneliness... that feeling was all too familiar to me.

"She's not wrong, you know."

I jumped back in surprise upon hearing yet another voice speaking to me. I instantly turned around, my eyes meeting with a girl who wore an expressionless look on her face. She tossed her hair back with her hand and just stared at me.

"Akemi-san..." I mumbled under my breath.

"It's just as Sakura Kyouko said - there has been an increase in magical girls in this town," said Akemi-san, "but I'm not so sure if their objective is to steal grief seeds away from us."

"I don't understand why everyone's main focus is on grief seeds. There's a city full of people to protect too. I wonder if the other magical girls have forgotten about that," I said, speaking what was on my mind. Akemi-san didn't move in the slightest bit.

"Tomoe Mami, you are too naive," she replied, catching me off guard.

"... How so?"

"In order to protect people, you will need to live. In order to live as a magical girl, you will need to continuously cleanse your soul gem with grief seeds. In order to obtain grief seeds, you will need to kill witches, and in order to kill witches, you will need to collect grief seeds to live. By defeating witches, you will be protecting both yourself and the people around you. Everything is a never ending cycle, and if we are going by your logic, you too, will have to fight for your life for the sake of protecting others. And to fight to survive, you will need grief seeds. No matter what you plan on doing, you will always need to fight witches. That is why collecting grief seeds is just as important as protecting people."

"But I don't want to end up fighting other magical girls!"

"Then what do you plan on doing, Tomoe Mami? Dying? That will solve nothing."

"Then what do you want me to do?!" I shouted at her. My mouth seemed to be moving on its own. I could feel tears slowly starting to form in my eyes, ready to stream down my cheeks. Akemi-san looked away, but her facial expression remained the same as always. After a few moments of silence, she decided to speak up.

"... I want you to live," she said. Wiping my tears away, I stared at her in shock.

"Eh...?"

"You have always been looking out for me and you taught me everything you knew. Because someone close to me holds you in high regards, I will consider you my friend as well." I stared at her with a puzzled look, but nevertheless, I couldn't help but notice her calling me her friend... even though we've never really saw eye to eye with each other. "Which is why you need to live- for both your sake and mine."

"Thank you, Akemi-san," I said, expressing my gratitude. "I suppose it's really getting dark now. If you'd like, you're always welcome to come over."

She grunted, showing that she heard me. I smiled at her, giving a little giggle, before waving goodbye and heading towards my apartment.

* * *

"Nice job."

Homura clenched her hands into tight fists. She didn't bother to move her body though- she wouldn't allow herself to turn around to see the person who had conned her into approaching Tomoe Mami that night.

"... Just what did you need Tomoe Mami for? Why are you so desperately preventing her death?" Homura asked. The black haired girl heard a huff from the person behind her.

"What, do you _want _her dead? I thought Mami was your friend."

"Isn't that what _you _wanted me to say? Don't go off assuming things on your own."

"Oh? So what exactly is Mami to you? Just another plaything like Kaname-chan?" Homura gritted her teeth and spun around, now facing the person in question, who was smiling smugly back at her. Long blonde hair that was as glossy as Homura's, tall and slender like Mami, a pair of ribbons like what Madoka had, sharp eyes similar to Kyouko's and casual clothes that any teenage female would wear on a hot summer day - that was what Mikazuki Yumina looked like.

"That's none of your business," Homura replied casually, not letting herself lose her cool so easily.

"Hah, I guess not. Well, you've kept your end of the deal, so I'll do the same. I'll help keep Kanamecchi safe and fight the Walpurgisnacht with you," said Yumina. "But you better keep an eye out for Mami - don't let her die."

Homura nodded reluctantly. The black haired girl was barely able to keep Madoka alive on her own. Moreover, Mami seemed to be slightly more emotionally unstable than she appeared, leaving Homura to ponder why Yumina wanted someone like her to help save Mami. Nevertheless, Homura did not express her thoughts aloud.

"I guess this concludes our meeting." Yumina extended her arm, expecting Homura to shake her hand. The latter magical girl hesitated.

"There is one last thing I'd like to ask you, though," she requested. Yumina instantly looked amused.

"And what might that be?"

"... Why do you want Tomoe Mami to live so badly?" Homura asked the same question again. Yumina flinched before sighing loudly.

"I've got my reasons, Homu-chin. Just like how you're so desperately concealing your reasons as to why you want to keep Kaname-chan alive," she answered with a wide but devious grin. Homura stood in one place. Accepting Yumina's answer, she shook the blonde magical girl's hand before the two parted ways that night.

* * *

**A/N: **So I realize that the first half of this chapter was written in Mami's POV, but later changed to third person. In truth, I wanted to split this chapter, but I also wanted to make it long. As a result, I ended up merging into two perspectives into one chapter. I don't think it was the smartest decision, so I've decided to permanently stick with third person until a chapter specifically needs to be focused on one character's thoughts.

Anyhow, that aside, Yumina is an OC, and in fact, she's not the only one. In case you haven't noticed, Yumina enjoys creating nicknames for everyone (Homu-chin, Kanamecchi, Kaname-chan) and she is very playful. You'll all find out more about Yumina later, but for those who enjoy learning about characters, here's a small character profile on Yumina:

**Name: **Yumina Mikazuki  
**Age: **14/15 - younger than Mami, but older than Homura, Madoka and Sayaka. Around Kyouko's age.  
**Hair: **Long blonde hair and slightly wavy. She also wears a pair of red ribbons in a style similar to Madoka's.  
**Height: **159 cm.  
**Status: **Magical girl.

More will be revealed about her later. Hopefully, you, the readers, will grow to like her character. Please leave a review / favourite / follow if you'd like. Thank you all for reading!


	2. Chapter 2

"Are you just letting Mikazuki Yumina play with you? It's not like you can be certain she'll protect Madoka or show up when the Walpurgisnacht comes," said Kyuubey as he circled around Homura's coffee table. Meanwhile, the magical girl was quietly sipping away at her cup of tea.

"I'm not letting her 'play around' with me. There is some use in getting her to help me find ways to save Tomoe Mami, though," Homura replied in her usual calm, cool and collected demeanor. "But should she try anything... she knows the risks."

"You're quite an interesting individual, Akemi Homura. You've analyzed everyone's mental states without even interacting much with them. Moreover, I don't ever recall forming a contract with you..."

Homura simply allowed herself to pretend that Kyuubey did not exist and continued drinking her beverage.

"I don't know what you're up to, Akemi Homura, but no matter how hard you try to keep Kaname Madoka safe, you'll always fail," Kyuubey continued. "Eventually, she'll succumb under the pressure and become a magical girl."

Homura's grip tightened on the tea cup handle. Determined not to lose her cool, she took a few moments to relax before acknowledging Kyuubey's words.

"I will utilize Mikazuki Yumina, Tomoe Mami, Sakura Kyouko, Miki Sayaka, and the other newly contracted magical girls to my advantage. Kaname Madoka will not become a magical girl," she declared.

"Well, all magical girls will meet the same fate anyway, so I suppose it doesn't really matter. Sooner or later, everything will just fall into place."

"Keep your words to yourself, Incubator," Homura responded, gritting her teeth.

"Hmm, oh well. For now, all I can do is watch from afar," Kyuubey quickly concluded his thoughts after sensing Homura's tense attitude. "I will await your next move, Akemi Homura."

The little creature scurried away without waiting for the magical girl to counter him. Homura sat still in one position and sighed to herself.

* * *

"What are ya doing?" Mikazuki Yumina asked, spinning around without care in the world.

"... What do you want?" Sakura Kyouko asked, her red hair flowing around as she leaned against a set of railings with a snack in her mouth like usual. Yumina giggled cheerfully.

"You're Sakura Kyouko-chan, right?" she asked, putting her face next to Kyouko's.

"That's right. How did you-"

"Trade secrets~" the blonde magical girl said with a wink. Kyouko's lower eyelid twitched.

"So, what do you want?" she said with a sigh, giving up on prying information.

"You were friends with Tomoe Mami-chan, correct?" Kyouko flinched upon hearing Mami's name. Her head turned away from Yumina's and scoffed.

"We may have had a past like that. Why does that matter to you?"

"Hmm, I don't really care all that much. But I'm kind of curious why you left Mami-chan out of the blue."

"Don't you think you're being a little rude, asking me such personal questions without even telling me who you are first?" Kyouko asked, glaring at Yumina, who simply smiled back at her.

"I'm Mikazuki Yumina, and I'm a magical girl just like you, Mami-chan, Homu-chin and Saya-chan!"

"And what are your intentions by asking me so many questions that don't concern you?"

"Who said they didn't concern me?" Yumina retorted, her facial expression more serious than before. Kyouko could feel chills running down her spine upon the sudden change in the atmosphere. "I heard you had some sort of connection to Mami in the past. If you wish to save your precious mentor, then allow me to fill you in on the details without further disruptions."

Kyouko bit her lower lip, desperately wanting to fight back, but her mouth wouldn't move. No matter how hard it was to communicate with Tomoe Mami, Kyouko ultimately could not force herself to think ill-mannered of her old friend.

"Now with your attitude out of the way, allow me to explain. I'm sure you, Kyouko-chan, know better than anyone that doing anything selfless only results in yourself getting hurt, am I correct?" Kyouko hesitated before nodding her head slowly. "So have you ever wondered why Mami is still alive?"

"... What are you getting at? Isn't it because she's just really strong?" Kyouko muttered quietly. Yumina rolled her eyes.

"No," she answered, "it's because Mami is just as selfish as you and me."

"Hey hey, are we even talking about the same person here? The Mami I know-"

"That side of Mami can just be a facade, you know?" Yumina responded. "Do you know what sort of emotions are stirring up inside of that girl?" Kyouko didn't say anything - or rather, the magical girl found that she ultimately didn't know what to say.

"Everyday, she has to deal with loneliness... Going to school alone, eating alone, fighting alone, and even crying alone. And yet, she's still able to take weaker magical girls under her wing and train them to the best of her ability. It amazed me how she hadn't given up on life yet, but I soon began to notice something. There was one thing that quickly disappeared and pushed her to live. After adopting more apprentices, her loneliness vanished. She became happy. She smiled more than usual, she cried less than before and she'd have other magical girls she could fight alongside with.

"Mami's not the type of person to care about how strong she or other people are, but Mami isn't as tough as you'd think she is either. In truth, Mami is weak. That girl has taken note that once her new 'friends' grow as magical girls, they may leave her - she might become lonely again. That's where her inner selfishness comes in. She doesn't want anyone to leave her. She would do anything to keep companions by her side.

"You betrayed her, Kyouko. She wanted to be your friend, and she taught you everything she knew. Once your resolve began to tower hers, you left her - but I'm not trying to blame things on you. Contrary to what you might think, I'm not one to point fingers. I can never bring myself to do so... But there is something I don't understand. Why are you so spiteful to Mami when she has done nothing to you? She did not kill your parents, nor did she bring you any grief. She treated you no less than a best friend, so why-"

"... Shut up," Kyouko cursed through her teeth. She had her hands clenched into fists. The red haired girl could not allow herself to make eye contact with Yumina. "What are you to Mami anyway? Just what do you know about her?"

"Heh, that should be my line. I know you're not the type of person to intentionally hurt other people, Kyouko. If you knew about Mami's inner feelings, then you wouldn't have left her. In turn, let me ask you this: just what do _YOU _know about her?"

"Why you...!"

"Both of you, that's enough!" a voice shouted from afar, followed by a gunshot that was fired in the space between Kyouko and Yumina. Both girls flinched and turned their heads in the direction of the gunfire.

"Mami..." Kyouko whispered as a girl with blonde drill-styled hair walked out from the shadows.

"It's been a while, Mikazuki Yumina."


End file.
